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Nature of Business

Carlisle Companies Incorporated, its wholly owned subsidiaries and their subsidiaries, referred to herein as the “Company” or “Carlisle,” is a global diversified company that designs, manufactures and markets a wide range of products that serve a broad range of markets including commercial roofing, energy, agriculture, mining, construction, aerospace and defense electronics, medical technology, transportation, general industrial, protective coatings, wood and auto refinishing. The Company markets its products as a component supplier to original equipment manufacturers, distributors and directly to end-users.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and accounts have been eliminated. The Company has reclassified certain prior periods' amounts to conform with the current period presentation on the Consolidated Balance Sheets and Consolidated Statements of Cash Flows to reclassify contract assets from accounts receivable, net to a separately disclosed line item and on the Consolidated Balance Sheets and Consolidated Statement of Shareholders' Equity to combine the presentation of deferred compensation equity into additional paid-in capital.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“United States” or “U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Matters

The functional currency of the Company’s subsidiaries outside the United States is the currency of the primary economic environment in which the subsidiary operates. Assets and liabilities of these operations are translated to the U.S. Dollar at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of shareholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions and from the remeasurement of monetary assets and liabilities and associated income statement activity of foreign subsidiaries where the functional currency is the U.S. Dollar and the records are maintained in the local currency are included in other non-operating expense, net.

Discontinued Operations

The results of operations for the Company's Carlisle FoodService Products ("CFS") segment have been classified as discontinued operations for all periods presented in the Consolidated Statements of Income. Refer to Note 4 for additional information.

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of control of the Company’s products or services. Revenue is measured as the amount of total consideration expected to be received in exchange for transferring goods or providing services. Total expected consideration, in certain cases, is estimated at each reporting period, including interim periods, and is subject to change with variability dependent on future events, such as customer behavior related to future purchase volumes, returns, early payment discounts and other customer allowances. Estimates for rights of return, discounts and rebates to customers and other adjustments for variable consideration are provided for at the time of sale as a deduction to revenue, based on an analysis of historical experience and actual sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. Sales, value added and other taxes collected concurrently with revenue-producing activities are excluded from revenue.

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The Company receives payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. The term of these warranties ranges from five to 40 years. The weighted average life of the contracts as of December 31, 2020, is approximately 20 years.

The Company recognizes revenue over-time for certain contracts that provide for the manufacture of highly customized products with no alternative use and provide the Company the right to payment for work performed to date, including a normal margin for that effort.

Refer to Note 6 for further information on revenue recognition.

Costs to Obtain a Contract

Costs of obtaining or fulfilling a contract are recognized as expense as incurred, as the amortization period of these costs would be one year or less. These costs generally include sales commissions and are included in selling, general and administrative costs.

Shipping and Handling Costs

Costs incurred to physically transfer product to customer locations are recorded as a component of cost of goods sold. Charges passed on to customers are recorded into revenues.

Other Non-operating Expense, net

Other non-operating expense, net primarily includes foreign currency exchange (gains) losses, indemnification (gains) losses associated with acquired businesses, (income) loss from equity method investments and (gains) losses on sales of a business.

Stock-Based Compensation

The Company accounts for stock-based compensation under the fair-value method. Accordingly, equity-classified stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as compensation cost over the requisite service period. The requisite service period generally matches the stated vesting period of the award but may be shorter if the employee is retirement-eligible and, under the award’s terms, may fully vest upon retirement from the Company. The Company recognizes compensation cost for awards that have graded vesting features under the graded vesting method, which considers each separately vesting tranche as though they were, in substance, multiple awards.

Additionally, the Company accounts for liability-classified stock-based compensation cost under the fair value method, with the fair value of the award remeasured as of the date of the financial position. The Company recognizes compensation cost over the requisite service period based on the remeasured fair value of the award. The requisite service period generally matches the stated vesting period of the award but may be shorter if the employee is retirement-eligible and, under the award’s terms, may fully vest upon retirement from the Company.

The Company also accounts for forfeitures of stock-based awards as they occur. Refer to Note 7 for additional information regarding stock-based compensation.

Income Taxes

Income taxes are recorded in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes , which includes an estimate of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Cash Equivalents

Highly liquid investments with a maturity of three months or less when acquired are considered cash equivalents.

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Receivables and Allowance for Credit Losses

Receivables are stated at amortized cost net of allowance for credit losses. The Company performs ongoing evaluations of its customers’ current creditworthiness, as determined by the review of their credit information to determine if events have occurred subsequent to the recognition of revenue and the related receivable that provides evidence that such receivable will be realized in an amount less than that recognized at the time of sale. Estimates of credit losses are based on historical losses, current economic conditions, geographic considerations, and in some cases, evaluating specific customer accounts for risk of loss.

Changes in the Company's allowance for credit losses by segment follows:

(in millions)						CCM						CIT						CFT						CBF						Corporate						Total
Balance as of December 31, 2018						$	2.4					$	1.0					$	0.5					$	1.2					$	—					$	5.1
Current period provision						—						0.8						0.1						—						0.5						1.4
Amounts acquired						0.1						—						0.5						—						—						0.6
Amounts written off						( 0.3 )						( 0.2 )						—						—						—						( 0.5 )
Balance as of December 31, 2019						$	2.2					$	1.6					$	1.1					$	1.2					$	0.5					$	6.6
Current period provision						0.8						0.1						0.1						0.6						—						1.6
Amounts written off						( 0.6 )						( 0.4 )						( 0.4 )						—						—						( 1.4 )
Balance as of December 31, 2020						$	2.4					$	1.3					$	0.8					$	1.8					$	0.5					$	6.8

Inventories

Inventories are valued at lower of cost and net realizable value with cost determined primarily on an average cost basis. Cost of inventories includes direct as well as certain indirect costs associated with the acquisition and production process. These costs include raw materials, direct and indirect labor and manufacturing overhead. Manufacturing overhead includes materials, depreciation and amortization related to property, plant and equipment and other intangible assets used directly and indirectly in the acquisition and production of inventory, and costs related to the Company’s distribution network such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other such costs associated with preparing the Company’s products for sale. Refer to Note 10 for further information regarding inventories.

Property, Plant and Equipment

Property, plant and equipment are stated at cost including interest costs associated with qualifying capital additions. Costs allocated to property, plant and equipment of acquired companies are based on estimated fair value at the date of acquisition. Depreciation is principally computed on a straight-line basis over the estimated useful lives of the assets. Asset lives are generally 20 to 40 years for buildings, five to 15 years for machinery and equipment and two to 20 years for leasehold improvements. Leasehold improvements are amortized based on the shorter of the underlying lease term or the asset’s estimated useful life. Refer to Note 11 for further information regarding property, plant and equipment.

Valuation of Long-Lived Assets

Long-lived assets or asset groups, including amortizable intangible assets, are tested for impairment whenever events or circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. The Company groups its long-lived assets classified as held and used at the lowest level for which identifiable cash flows are largely independent of the cash flows from other assets and liabilities for purposes of testing for impairment. The Company’s asset groupings vary based on the related business in which the long-lived assets are employed and the interrelationship between those long-lived assets in producing net cash flows; for example, multiple manufacturing facilities may work in concert with one another or may work on a stand-alone basis to produce net cash flows. The Company utilizes its long-lived assets in multiple industries and economic environments and its asset groupings reflect these various factors.

The Company monitors the operating and cash flow results of its long-lived assets or asset groups classified as held and used to identify whether events and circumstances indicate the remaining useful lives of those assets should be adjusted or if the carrying value of those assets or asset groups may not be recoverable. Undiscounted estimated future cash flows are compared with the carrying value of the long-lived asset or asset group in the event indicators of impairment are identified. If the undiscounted estimated future cash flows are less than the carrying amount, the Company determines the fair value of the asset or asset group and records an impairment charge in current

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earnings to the extent carrying value exceeds fair value. Fair values may be determined based on estimated discounted cash flows by prices for like or similar assets in similar markets or a combination of both.

Long-lived assets or asset groups that are part of a disposal group that meets the criteria to be classified as held for sale are not assessed for impairment, but rather a loss is recorded against the disposal group if fair value, less cost to sell, of the disposal group is less than its carrying value.

Goodwill and Other Intangible Assets

Intangible assets are recognized and recorded at their acquisition date fair values. Intangible assets that are subject to amortization are amortized on a straight-line basis over their useful lives. Definite-lived intangible assets consist primarily of acquired customer relationships, patents and technology, certain trade names and non-compete agreements. The Company determines the useful life of its definite-lived intangible assets based on multiple factors including the size and make-up of the acquired customer base, the expected dissipation of those customers over time, the Company’s own experience in the particular industry, the impact of known trends such as technological obsolescence, product demand or other factors and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically re-assesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate.

Intangible assets with indefinite useful lives are not amortized but are tested annually, or more often if impairment indicators are present, for impairment via a one-step process by comparing the fair value of the intangible asset with its carrying value. If the intangible asset’s carrying value exceeds its fair value, an impairment charge is recorded in current earnings for the excess. The Company estimates the fair value of its indefinite-lived intangible assets based on the income approach utilizing the discounted cash flow method. The Company’s annual testing date for indefinite-lived intangible assets is October 1 st . The Company periodically re-assesses indefinite-lived intangible assets as to whether their useful lives can be determined and, if so, begins amortizing any applicable intangible asset.

Goodwill is not amortized but is tested annually, or more often if impairment indicators are present, for impairment at a reporting unit level. The Company’s annual testing date for goodwill is October 1 st . The Company has four reporting units, that align with its reportable segments.

Refer to Note 12 for additional information regarding goodwill and other intangible assets.

Extended Product Warranty Reserves

The Company offers extended warranty contracts on sales of certain products; the most significant being those offered on its installed roofing systems within the CCM segment. Current costs of services performed under these contracts are expensed as incurred and included in cost of goods sold. The Company would record a reserve within accrued expenses if the total expected costs of providing services at a product line level exceed unamortized deferred revenues. Total expected costs of providing extended product warranty services are actuarially determined using standard quantitative measures based on historical claims experience and management judgment. Refer to Notes 6 and 13 for additional information regarding deferred revenue and extended product warranties.

Pension

The Company maintains defined benefit pension plans primarily for certain domestic employees. The annual net periodic benefit cost and projected benefit obligations related to these plans are determined on an actuarial basis annually on December 31, unless a remeasurement event occurs in an interim period. This determination requires assumptions to be made concerning general economic conditions (particularly interest rates), expected return on plan assets, increases to compensation levels and mortality rate trends. Changes in the assumptions to reflect actual experience can result in a change in the net periodic benefit cost and projected benefit obligations.

The defined benefit pension plans’ assets are measured at fair value annually on December 31, unless a remeasurement event occurs in an interim period. The Company uses the market related valuation method to determine the value of plan assets for purposes of determining the expected return on plan assets component of net periodic benefit cost. The market related valuation method recognizes the change of the fair value of the plan assets over five years . If actual experience differs from these long-term assumptions, the difference is recorded as an actuarial gain (loss) and amortized into earnings over a period of time based on the average future service period,

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which may cause the expense related to providing these benefits to increase or decrease. Refer to Note 15 for additional information regarding these plans and the associated plan assets.

Leases

The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Operating leases are included in other long-term assets, accrued and other current liabilities, and other long-term liabilities.

Right-of-use assets ("ROU assets") represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of fixed and known lease payments over the lease term. Variable payments are not included in the ROU asset or lease liability and can vary from period to period based on the use of an asset during the period or the Company's proportionate share of common costs. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense for these leases is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease components and non-lease components. The Company has elected to apply the practical expedient to account for these components as a single lease component, for all classes of underlying assets. Refer to Note 17 for additional information regarding leases.

Contingencies and Insurance Recoveries

The Company is exposed to losses related to various potential claims related to its employee obligations and other matters in the normal course of business, including commercial, employee, environmental or other regulatory litigation. The Company records a liability related to such potential claims, both those reported to the Company and incurred but not yet reported, when probable and reasonably estimable. The Company's policy is to expense legal defense costs related to such matters as incurred.

The Company maintains occurrence-based insurance contracts related to certain contingent losses primarily workers’ compensation, medical and dental, general liability, property and product liability claims up to applicable retention limits as part of its risk management strategy. The Company records a recovery under these insurance contracts when such recovery is deemed probable. Insurance proceeds in excess of realized losses are gain contingencies and not recorded until realized. Refer to Note 17 for additional information regarding contingencies and insurance recoveries.

Derivative Instruments and Hedge Accounting

From time to time, the Company may enter into derivative financial instruments to hedge various risks to cash flows or the fair value of recognized assets and liabilities, including those arising from fluctuations in foreign currencies, interest rates and commodities. The Company recognizes these instruments at the time they are entered into and measures them at fair value. For instruments that are designated and qualify as cash flow hedges under U.S. GAAP, the changes in fair value period-to-period, less any excluded components, are classified in accumulated other comprehensive income, until the underlying transaction being hedged impacts earnings. The excluded components are recorded in current period income. For those instruments that are designated and qualify as fair value hedges under U.S. GAAP, the changes in fair value period-to-period of both the derivative instrument and underlying hedged item are recognized currently in earnings. For those instruments not designated or do not qualify as hedges under U.S. GAAP, the changes in fair value period-to-period are classified immediately in current period income, within other non-operating expense, net. Refer to Note 18 for a description of the Company's current derivative instrument and hedging activities.

New Accounting Standards Adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) ("ASU 2016-13") which adds to accounting

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principles generally accepted in the U.S. an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under ASU 2016-13, an entity recognizes, as an allowance, its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses.

The Company adopted ASU 2016-13 and all related amendments effective January 1, 2020, using the modified retrospective method, which allows for a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the guidance is effective. Periods prior to the adoption date that are presented for comparative purposes are not adjusted. The adoption of this standard did not require an implementation adjustment and did not materially impact the Company's consolidated net income or cash flows.

The Company reports its results of operations through the following four segments, each of which represents a reportable segment as follows:

Carlisle Construction Materials (“CCM”) —this segment produces a complete range of building envelope products for commercial, industrial and residential buildings, including single-ply roofing, rigid foam insulations, spray polyurethane foam technologies, architectural metal, heating, ventilation and air conditioning ("HVAC") hardware and sealants, below-grade waterproofing, and air and vapor barrier systems focused on the weatherproofing and thermal performance of the building envelope.

Carlisle Interconnect Technologies (“CIT”) —this segment produces high-performance wire and cable, including optical fiber, for the commercial aerospace, military and defense electronics, medical device, industrial, and test and measurement markets. CIT's product portfolio also includes sensors, connectors, contacts, cable assemblies, complex harnesses, racks, trays, and installation kits, in addition to engineering and certification services.

Carlisle Fluid Technologies (“CFT”) —this segment produces highly engineered liquid, powder, sealants and adhesives finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the automotive manufacture, general industrial, protective coating, wood, specialty and automotive refinishing markets.

Carlisle Brake & Friction (“CBF”) —this segment produces high performance and severe duty brake, clutch and transmission applications for the construction, agriculture, mining, aircraft, on-highway and other industrial markets.

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Summary financial information by reportable segment follows:

(in millions)						Revenues						Operating Income (Loss)						Assets						Depreciation and Amortization						Capital Expenditures
2020
Carlisle Construction Materials						$	2,995.6					$	581.6					$	2,045.3					$	98.0					$	52.0
Carlisle Interconnect Technologies						731.6						( 2.1 )						1,740.9						77.5						14.5
Carlisle Fluid Technologies						242.7						5.3						679.6						23.4						4.7
Carlisle Brake & Friction						275.3						( 3.7 )						419.8						21.5						10.2
Segment Total						4,245.2						581.1						4,885.6						220.4						81.4
Corporate and unallocated (1)						—						( 97.5 )						980.8						3.8						14.1
Total						$	4,245.2					$	483.6					$	5,866.4					$	224.2					$	95.5
2019
Carlisle Construction Materials						$	3,233.3					$	576.0					$	2,097.8					$	93.9					$	30.1
Carlisle Interconnect Technologies						972.9						131.6						1,880.4						63.0						23.6
Carlisle Fluid Technologies						278.4						24.0						707.5						24.1						3.5
Carlisle Brake & Friction						327.0						21.3						441.3						21.7						19.1
Segment Total						4,811.6						752.9						5,127.0						202.7						76.3
Corporate and unallocated (1)						—						( 98.7 )						369.0						2.7						12.6
Total						$	4,811.6					$	654.2					$	5,496.0					$	205.4					$	88.9
2018
Carlisle Construction Materials						$	2,880.3					$	435.4					$	1,870.7					$	77.9					$	50.0
Carlisle Interconnect Technologies						933.8						117.3						1,446.4						58.3						27.2
Carlisle Fluid Technologies						291.6						37.1						678.0						22.9						11.5
Carlisle Brake & Friction						373.8						( 0.8 )						446.6						23.5						22.4
Segment Total						4,479.5						589.0						4,441.7						182.6						111.1
Corporate and unallocated (1)						—						( 80.0 )						807.5						2.9						1.5
Discontinued operations						—						—						—						5.1						8.1
Total						$	4,479.5					$	509.0					$	5,249.2					$	190.6					$	120.7

(1) Corporate operating loss includes other unallocated costs, primarily general corporate expenses. Corporate assets consist primarily of cash and cash equivalents, deferred taxes and other invested assets.

Geographic Area Information

Long-lived assets, excluding deferred tax assets and intangible assets, by region follows:

(in millions)						December 31, 2020						December 31, 2019
United States						$	551.0					$	571.8
International:
Europe						127.3						117.1
Asia						41.9						44.7
Mexico						29.9						31.3
United Kingdom						28.0						28.1
Other						0.2						0.2
Total long-lived assets						$	778.3					$	793.2

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A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows:

						2020
(in millions)						CCM						CIT						CFT						CBF						Total
United States						$	2,677.5					$	540.9					$	109.4					$	102.5					$	3,430.3
International:
Europe						201.4						65.3						46.3						82.0						395.0
Asia						17.8						69.9						74.9						66.2						228.8
Canada						77.7						3.4						5.2						3.3						89.6
Mexico						4.3						33.7						4.6						8.7						51.3
Middle East and Africa						11.7						15.0						1.6						1.0						29.3
Other						5.2						3.4						0.7						11.6						20.9
Total international						318.1						190.7						133.3						172.8						814.9
Total revenues						$	2,995.6					$	731.6					$	242.7					$	275.3					$	4,245.2

						2019
(in millions)						CCM						CIT						CFT						CBF						Total
United States						$	2,895.5					$	699.5					$	124.1					$	128.0					$	3,847.1
International:
Europe						204.2						71.7						54.8						97.6						428.3
Asia						19.7						107.9						87.9						72.8						288.3
Canada						89.7						5.5						6.2						3.3						104.7
Mexico						3.0						53.0						2.7						11.3						70.0
Middle East and Africa						13.1						23.0						1.9						1.4						39.4
Other						8.1						12.3						0.8						12.6						33.8
Total international						337.8						273.4						154.3						199.0						964.5
Total revenues						$	3,233.3					$	972.9					$	278.4					$	327.0					$	4,811.6

						2018
(in millions)						CCM						CIT						CFT						CBF						Total
United States						$	2,552.6					$	634.0					$	116.9					$	157.8					$	3,461.3
International:
Europe						186.2						89.7						58.6						109.0						443.5
Asia						16.4						114.0						100.1						76.0						306.5
Canada						97.9						4.8						6.5						2.9						112.1
Mexico						4.1						48.2						5.4						14.3						72.0
Middle East and Africa						15.2						27.7						2.5						1.4						46.8
Other						7.9						15.4						1.6						12.4						37.3
Total international						327.7						299.8						174.7						216.0						1,018.2
Total revenues						$	2,880.3					$	933.8					$	291.6					$	373.8					$	4,479.5

Customer Information

Revenues from Beacon Roofing Supply, Inc. accounted for approximately 11.2 %, 11.0 % and 11.8 % of the Company’s consolidated revenues during the years ended December 31, 2020, 2019 and 2018, respectively. Additionally, revenues from ABC Supply Co. accounted for approximately 11.4 % and 10.5 % of the Company's consolidated revenues during the years ended December 31, 2020 and 2019, respectively. Sales to both of these customers originate in the CCM segment. No other customers accounted for 10.0% or more of the Company’s total revenues for the years ended December 31, 2020, 2019 and 2018.

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2020 Acquisitions

Motion Tech Automation, LLC

On July 22, 2020, the Company acquired 100 % of the equity of Motion Tech Automation, LLC ("MTA") for consideration of $ 33.3 million, including $ 0.3 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2020. The acquired products and services include sensors, manufacturing services, distribution services and engineering services to packaging and label, life sciences, semiconductor, fluid handling, and test and measurement customers.

For the period from July 22, 2020 to December 31, 2020, the related product lines contributed revenues of $ 9.9 million and an operating loss of $ 0.5 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CIT and CFT segments.

Consideration of $ 16.6 million has been preliminarily allocated to goodwill, $ 4.3 million to definite-lived intangible assets, $ 4.3 million to inventory, $ 2.8 million to accounts receivable and $ 1.3 million to accounts payable. In accordance with the purchase agreement, Carlisle is indemnified for up to $ 1.6 million, and recorded an indemnification asset of $ 1.5 million in other long-term assets relating to the indemnification for pre-acquisition debt and tax withholdings liabilities. The preliminary fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)						Fair Value						Weighted Average Useful Life (in years)
Technologies						$	2.3					9
Customer relationships						1.0						9
Trade names						1.0						5
Total						$	4.3

All of the $ 16.6 million preliminary value allocated to goodwill is deductible for tax purposes. Goodwill of $ 11.0 million, $ 2.8 million and $ 2.8 million has been preliminarily assigned to the CCM, CFT and CIT reporting units, respectively, which aligns with the reportable segments.

2019 Acquisitions

Providien, LLC

On November 20, 2019, the Company completed its acquisition of Providien, LLC ("Providien"), for consideration of $ 331.3 million, including $ 3.4 million of cash acquired and post-closing adjustments, which were finalized in the first quarter of 2020. The product lines acquired include thermoforming, medical device contract manufacturing, precision machining and metals, and medical injection molding for the global medical device market.

For the period from November 20, 2019 to December 31, 2019, the related product lines contributed revenues of $ 11.3 million and operating income of $ 0.1 million to the Company's consolidated results. The results of operations of the acquired business are reported as part of the CIT segment.

The following table summarizes the consideration transferred to acquire Providien and the allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using

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the acquisition method of accounting which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill.

						Preliminary Allocation						Measurement Period Adjustments						Final Allocation
(in millions)						As of 11/20/2019												As of 11/20/2020
Total cash consideration transferred						$	332.1					$	( 0.8 )					$	331.3
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents						3.4						—						3.4
Receivables, net						9.8						—						9.8
Inventories, net						2.7						( 0.3 )						2.4
Contract assets						29.1						( 4.5 )						24.6
Prepaid expenses and other current assets						2.3						( 0.9 )						1.4
Property, plant and equipment						12.9						—						12.9
Definite-lived intangible assets						135.4						( 2.7 )						132.7
Other long-term assets						7.1						( 0.3 )						6.8
Accounts payable						( 6.0 )						0.2						( 5.8 )
Income tax payable						( 0.7 )						0.8						0.1
Accrued and other current liabilities						( 7.0 )						—						( 7.0 )
Other long-term liabilities						( 8.1 )						1.1						( 7.0 )
Deferred income taxes						( 27.1 )						8.1						( 19.0 )
Total identifiable net assets						153.8						1.5						155.3
Goodwill						$	178.3					$	( 2.3 )					$	176.0

The goodwill recognized in the acquisition of Providien reflects market participant synergies attributable to significant raw material purchase synergies with CIT, other administrative synergies, the value of the assembled workforce to Carlisle and opportunities for product line expansions. The Company acquired $ 9.8 million of gross contractual accounts receivable, of which less than $ 0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been assigned to the CIT reporting unit, which aligns with the CIT reportable segment. Goodwill totaled $ 176.0 million, of which $ 67.5 million is deductible for tax purposes. The fair values and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)						Fair Value						Weighted Average Useful Life (in years)
Customer relationships						$	108.7					14
Technologies						19.5						7
Trade names						4.4						2
Total						$	132.6

The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $ 19.0 million.

Petersen Aluminum Corporation

On January 11, 2019, the Company acquired 100 % of the equity of Petersen Aluminum Corporation ("Petersen"), for consideration of $ 207.2 million, including $ 5.2 million of cash acquired and post-closing adjustments, which were finalized in the first quarter of 2019. The products acquired include architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets.

For the period from January 11, 2019 to December 31, 2019, the related product lines contributed revenues of $ 176.2 million and operating income of $ 9.8 million to the Company's consolidated results. The results of operations of the acquired business are reported as part of the CCM segment.

The following table summarizes the consideration transferred to acquire Petersen and the allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the

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acquisition method of accounting, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill.

						Preliminary Allocation						Measurement Period Adjustments						Final Allocation
(in millions)						As of 1/11/2019												As of 1/11/2020
Total cash consideration transferred						$	207.2					$	—					$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents						5.2						—						5.2
Receivables, net						11.5						—						11.5
Inventories, net						39.5						( 0.3 )						39.2
Prepaid expenses and other current assets						2.1						—						2.1
Property, plant and equipment						17.8						—						17.8
Definite-lived intangible assets						109.3						0.8						110.1
Other long-term assets						9.5						—						9.5
Accounts payable						( 5.9 )						—						( 5.9 )
Income tax payable						1.7						—						1.7
Accrued and other current liabilities						( 8.7 )						—						( 8.7 )
Other long-term liabilities						( 12.4 )						( 0.1 )						( 12.5 )
Deferred income taxes						( 25.4 )						( 0.2 )						( 25.6 )
Total identifiable net assets						144.2						0.2						144.4
Goodwill						$	63.0					$	( 0.2 )					$	62.8

The goodwill recognized in the acquisition of Petersen reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $ 11.6 million of gross contractual accounts receivable, of which $ 0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been assigned to the CCM reporting unit, which aligns with the CCM reportable segment, and none of the goodwill is deductible for tax purposes. The $ 110.1 million value allocated to definite-lived intangible assets consists of $ 79.7 million of customer relationships with a useful life of 11 years, $ 27.9 million of trade names with a useful life of 17 years and various acquired technologies of $ 2.5 million with a useful life of 10 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $ 5.2 million, and recorded an indemnification asset of $ 5.2 million in other long-term assets relating to the indemnification for pre-acquisition income tax liabilities. During 2020 the Company released $ 3.0 million of the indemnification asset related to escrow expirations. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $ 25.6 million.

MicroConnex Corporation

On April 1, 2019, the Company acquired 100 % of the equity of MicroConnex Corporation ("MicroConnex") for cash consideration of $ 46.2 million, including $ 0.8 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2019. The acquired product lines include highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets.

For the period from April 1, 2019 to December 31, 2019, the related product lines contributed revenues of $ 10.2 million and operating loss of $ 0.8 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CIT segment.

Consideration of $ 15.2 million has been allocated to goodwill, $ 27.4 million to definite-lived intangible assets, $ 0.9 million to inventory, $ 3.4 million to accounts receivable, $ 0.6 million to accounts payable and $ 7.0 million to deferred income taxes. Definite-lived intangible assets consist of customer relationships with a useful life of 12 years, trade names with a useful life of 17 years and acquired technologies with a useful life of five years . None of the $ 15.2 million allocated to goodwill is deductible for tax purposes. All of the goodwill has been assigned to the CIT reporting unit, which aligns with the reportable segment.

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Prior Acquisition Matters

Accella Holdings LLC

In conjunction with the November 2017 acquisition of Accella Holdings LLC, the parent company to Accella Performance Materials Inc. (collectively "Accella"), the Company recorded an indemnification asset of $ 15.6 million for certain pre-acquisition liabilities, principally related to direct and indirect tax uncertainties. During 2020, 2019 and 2018, $ 4.7 million, $ 1.9 million and $ 4.6 million, respectively, of the tax uncertainties were resolved, resulting in the reversal of the related indemnification assets and corresponding liabilities.

On March 20, 2018, the Company completed the sale of CFS to The Jordan Company of New York, NY for gross proceeds of $ 758.0 million, including a working capital adjustment, which was finalized in the third quarter of 2018.

A summary of the results from discontinued operations included in the Consolidated Statements of Income follows:

(in millions)						2020						2019						2018
Revenue						$	—					$	—					$	69.5
Cost of goods sold						—						—						49.5
Other operating expense, net						—						—						16.7
Operating income						—						—						3.3
Other non-operating expense, net						5.4						1.8						—
(Loss) income from discontinued operations before income taxes						( 5.4 )						( 1.8 )						3.3
Gain on sale of discontinued operations						—						—						296.8
(Benefit from) provision for income taxes						( 1.3 )						( 0.9 )						47.6
(Loss) income from discontinued operations						$	( 4.1 )					$	( 0.9 )					$	252.5

A summary of cash flows from discontinued operations included in the Consolidated Statements of Cash Flows follows:

(in millions)																		2018
Net cash used in operating activities																		$	( 2.0 )
Net cash used in investing activities																		( 8.1 )
Net cash provided by financing activities (1)																		11.4
Change in cash and cash equivalents from discontinued operations																		$	1.3

(1) Represents borrowings from the Carlisle cash pool to fund capital expenditures and acquisitions.

The Company’s restricted shares contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The computation below of earnings per share excludes income attributable to the unvested restricted shares from the numerator and excludes the dilutive impact of those underlying shares from the denominator.

The computation below of earnings per share includes the income attributable to the vested and deferred restricted shares and restricted stock units in the numerator and includes the dilutive impact of those underlying shares in the denominator.

Stock options are included in the calculation of diluted earnings per share utilizing the treasury stock method and performance share awards are included in the calculation of diluted earnings per share considering those are contingently issuable. Neither is considered to be a participating security as they do not contain non-forfeitable dividend rights.

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Income from continuing operations and share data used in the basic and diluted earnings per share computations using the two-class method follows:

(in millions except per share amounts)						2020						2019						2018
Income from continuing operations						$	324.2					$	473.7					$	358.6
Less: dividends declared						( 112.7 )						( 102.9 )						( 93.5 )
Undistributed earnings						211.5						370.8						265.1
Percent allocated to common shareholders (1)						99.7		%				99.7		%				99.7		%
						210.9						369.7						264.3
Add: dividends declared to common shares, restricted share units and vested and deferred restricted and performance shares						112.2						102.7						93.1
Income from continuing operations attributable to common shareholders						$	323.1					$	472.4					$	357.4
Shares:
Basic weighted-average shares outstanding						54.5						56.9						60.4
Effect of dilutive securities:
Performance awards						0.3						0.2						0.1
Stock options						0.2						0.4						0.3
Diluted weighted-average shares outstanding						55.0						57.5						60.8
Per share income from continuing operations attributable to common shares:
Basic						$	5.93					$	8.30					$	5.92
Diluted						$	5.88					$	8.21					$	5.88
(1) Basic weighted-average shares outstanding						54.5						56.9						60.4
Basic weighted-average shares outstanding and unvested restricted shares expected to vest						54.7						57.1						60.6
Percent allocated to common shareholders						99.7		%				99.7		%				99.7		%

To calculate earnings per share for income from discontinued operations and for net income, the denominator for both basic and diluted earnings per share is the same as used in the above table.

(in millions)						2020						2019						2018
(Loss) income from discontinued operations attributable to common shareholders for basic and dilutive earnings per share						$	( 4.1 )					$	( 0.9 )					$	251.8
Net income attributable to common shareholders for basic and diluted earnings per share						319.0						471.5						609.2
Anti-dilutive stock options excluded from EPS calculation (1)						0.3						—						0.8

(1) Represents stock options excluded from the calculation of diluted earnings per share as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer in exchange for payment and is the unit of account. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation to transfer individual goods or services. For contracts with multiple performance obligations, the contract's transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is observable prices.

The Company’s performance obligations are satisfied, and control is transferred, either at a point in time or over time as work progresses. For the majority of the Company’s products, control is transferred, and revenue is recognized when the product is shipped from the manufacturing facility or delivered to the customer, depending on shipping terms. Revenue is recognized over time primarily for separately priced extended service warranties in the CCM segment and certain highly customized product contracts in the CIT and CFT segments. Revenues for separately priced extended service warranties are recognized over the life of the contract. Revenues for highly customized product contracts are recognized based on the proportion of costs incurred to date, relative to total

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estimated costs to complete the contract and are generally incurred over twelve months or less. Highly customized product contract costs generally include labor, material and overhead. A summary of the timing of revenue recognition and reconciliation of disaggregated revenue by reportable segment follows:

						2020
(in millions)						CCM						CIT						CFT						CBF						Total
Products transferred at a point in time						$	2,972.2					$	422.9					$	240.4					$	275.3					$	3,910.8
Products and services transferred over time						23.4						308.7						2.3						—						334.4
Total revenues						$	2,995.6					$	731.6					$	242.7					$	275.3					$	4,245.2

						2019
(in millions)						CCM						CIT						CFT						CBF						Total
Products transferred at a point in time						$	3,211.1					$	531.7					$	278.4					$	327.0					$	4,348.2
Products and services transferred over time						22.2						441.2						—						—						463.4
Total revenues						$	3,233.3					$	972.9					$	278.4					$	327.0					$	4,811.6

						2018
(in millions)						CCM						CIT						CFT						CBF						Total
Products transferred at a point in time						$	2,859.0					$	540.7					$	291.6					$	373.8					$	4,065.1
Products and services transferred over time						21.3						393.1						—						—						414.4
Total revenues						$	2,880.3					$	933.8					$	291.6					$	373.8					$	4,479.5

Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-ready obligation to perform warranty services. A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2020 follows:

(in millions)						2021						2022						2023						2024						2025						Thereafter
Extended service warranties						$	22.9					$	21.7					$	20.5					$	19.4					$	18.5					$	155.3

The Company has applied the practical expedient to not disclose information about remaining performance obligations that have original expected durations of one year or less.

Contract Balances

Contract liabilities relate to payments received in advance of performance under a contract, primarily related to extended service warranties in the CCM segment, systems contracts in the CFT segment and highly customized product contracts in the CIT segment. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. A summary of the change in contract liabilities follows:

(in millions)						2020						2019						2018
Balance as of January 1						$	247.4					$	227.4					$	215.8
Revenue recognized						( 68.4 )						( 69.1 )						( 79.5 )
Revenue deferred						89.3						87.6						90.5
Acquired liabilities						—						1.5						0.6
Balance as of December 31						$	268.3					$	247.4					$	227.4

Contract assets relate to the Company's right to payment for performance completed to date under a contract, primarily related to highly customized product contracts within the CIT and CFT segments. Accounts receivable are recorded when the right to payment becomes unconditional, which generally occurs over twelve months or less. A summary of the change in contract assets follows:

(in millions)						2020						2019						2018
Balance as of January 1						$	100.5					$	44.7					$	—
Balance as of December 31						84.5						100.5						44.7
Change in contract assets						$	( 16.0 )					$	55.8					$	44.7

The change in contract assets for the year ended December 31, 2020, primarily reflects the recognition of revenue exceeding billings of $ 13.3 million and measurement period adjustments net of acquired contract assets, of $ 3.3

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million, partially offset by currency translation and other of $ 0.6 million. The change in contract assets for the year ended December 31, 2019, primarily reflects acquired contract assets of $ 29.1 million and excess billings over recognized revenue of $ 26.7 million. The change in contract assets for the year ended December 31, 2018, primarily reflects the adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606" ) of $ 22.8 million and excess billings over recognized revenue of $ 21.9 million.

Revenues by End-Market

A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows:

						2020
(in millions)						CCM						CIT						CFT						CBF						Total
General construction						$	2,839.0					$	—					$	—					$	—					$	2,839.0
Aerospace						—						348.1						—						14.9						363.0
Heavy equipment						69.8						—						—						220.3						290.1
Medical						—						222.7						—						—						222.7
Transportation						—						—						132.4						30.0						162.4
General industrial and other						86.8						160.8						110.3						10.1						368.0
Total revenues						$	2,995.6					$	731.6					$	242.7					$	275.3					$	4,245.2

						2019
(in millions)						CCM						CIT						CFT						CBF						Total
General construction						$	3,035.6					$	—					$	—					$	—					$	3,035.6
Aerospace						—						641.4						—						23.3						664.7
Heavy equipment						100.2						—						—						259.5						359.7
Medical						—						162.3						—						—						162.3
Transportation						—						—						152.2						33.5						185.7
General industrial and other						97.5						169.2						126.2						10.7						403.6
Total revenues						$	3,233.3					$	972.9					$	278.4					$	327.0					$	4,811.6

						2018
(in millions)						CCM						CIT						CFT						CBF						Total
General construction						$	2,661.4					$	—					$	—					$	—					$	2,661.4
Aerospace						—						620.3						—						21.5						641.8
Heavy equipment						112.1						—						—						300.7						412.8
Medical						—						146.4						—						—						146.4
Transportation						—						—						154.9						41.1						196.0
General industrial and other						106.8						167.1						136.7						10.5						421.1
Total revenues						$	2,880.3					$	933.8					$	291.6					$	373.8					$	4,479.5

Incentive Compensation Program

The Company maintains an Incentive Compensation Program (the “Program”) for executives, certain other employees of the Company and its operating segments and subsidiaries and the Company’s non-employee directors. Members of the Board of Directors (the "Board") that receive stock-based compensation are treated as employees for accounting purposes. The Program was approved by shareholders on May 6, 2015. The Program allows for up to 4.2 million awards to eligible employees of stock options, restricted stock, stock appreciation rights, performance shares and units or other awards based on Company common stock. As of December 31, 2020, 1.2 million shares were available for grant under this plan.

During the year ended December 31, 2020, the Company awarded 395 thousand stock options, 69 thousand restricted stock awards, 46 thousand performance share awards and 8 thousand restricted stock units as part of the Program with an aggregate grant-date fair value of approximately $ 33.5 million to be recognized over the requisite service period for each award.

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Stock-based compensation cost by award type follows:

(in millions)						2020						2019						2018
Stock option awards						$	11.2					$	10.8					$	11.0
Restricted stock awards						8.9						7.4						7.7
Performance share awards						7.9						6.0						7.4
Restricted stock units						1.4						1.3						1.4
Stock appreciation rights						3.4						8.6						—
Total stock-based compensation cost incurred						32.8						34.1						27.5
Capitalized cost during the period						( 4.5 )						( 10.6 )						( 1.3 )
Amortization of capitalized cost during the period						1.6						7.9						0.8
Total stock-based compensation expense						$	29.9					$	31.4					$	27.0
Income tax benefit						$	9.6					$	12.9					$	10.6

In 2018, the Board authorized a grant of stock options to U.S. employees and stock appreciation rights to employees outside of the U.S. This grant contributed $ 5.1 million and $ 11.5 million to stock-based compensation costs for the years ended December 31, 2020 and December 31, 2019, respectively. Compensation cost of $ 6.1 million and $ 3.2 million was capitalized as inventory as of December 31, 2020 and December 31, 2019, respectively. Inventory is recognized in costs of goods sold when that related inventory is sold.

Stock Option Awards

Stock options awarded under the Program generally vest on a straight-line basis over a three -year period on the anniversary date of the grant. All stock options have a maximum contractual term of 10 years. Shares issued to cover stock options issued under the Program may be issued from shares held in treasury, from new issuances of shares or a combination of the two. Unrecognized compensation cost related to stock options of $ 6.6 million as of December 31, 2020, is to be recognized over a weighted-average period of 1.2 years.

The Company utilizes the Black-Scholes-Merton (“BSM”) option pricing model to determine the fair value of its stock options. The BSM relies on certain assumptions to estimate an option’s fair value. The weighted average assumptions used in the determination of fair value for stock options follows:

(in millions, except per share amounts)						2020						2019						2018						2018 One-time Grant
Expected dividend yield						1.3		%				1.6		%				1.4		%				1.4		%
Expected term (in years)						4.8						4.9						5.5						3.9
Expected volatility						21.9		%				21.3		%				23.1		%				20.7		%
Risk-free interest rate						1.4		%				2.5		%				2.6		%				2.6		%
Weighted-average grant date fair value (per share)						$	29.29					$	21.07					$	23.71					$	21.91
Fair value of options granted						$	11.6					$	9.7					$	9.1					$	13.6

The expected term of a stock option is based on the assumption that all outstanding stock options will be exercised at the midpoint of the valuation date (if vested) or the vesting dates (if unvested) and the stock options’ expiration date. The expected volatility is based on historical volatility, as well as implied volatility of the Company’s call options. The risk-free interest rate is based on rates of U.S. Treasury issues with a remaining life equal to the expected term of the stock option. The expected dividend yield is based on the latest quarterly dividend payment per share, annualized, divided by the average three-month stock price as of the date of grant.

A summary of stock options outstanding and activity follows:

						Number of Shares (in thousands)						Weighted-Average Exercise Price (per share)						Weighted-Average Contractual Term (in years)						Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2019						1,825						$	101.95
Options granted						395						159.49
Options exercised						( 229 )						95.49
Options forfeited / expired						( 165 )						119.11
Outstanding as of December 31, 2020						1,826						114.03						7.0						$	78.8
Vested and exercisable as of December 31, 2020						768						98.25						5.4						$	44.5

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Additional information related to stock option activity during the years ended December 31 follows:

(in millions)						2020						2019						2018
Intrinsic value of options exercised						$	11.9					$	25.4					$	18.4
Fair value of options vested						$	7.9					$	6.3					$	10.2

Restricted Stock Awards

Restricted stock awarded under the Program is generally released to the recipient after a period of approximately three years . Unrecognized compensation cost related to restricted stock of $ 6.6 million as of December 31, 2020, is to be recognized over a weighted-average period of 1.7 years.

Information related to restricted stock during the years ended December 31 follows:

						2020						2019						2018
Weighted-average grant date fair value (per share)						$	147.78					$	112.70					$	114.27

A summary of restricted stock outstanding and activity follows:

						Number of Shares (in thousands)						Weighted-Average Grant Date Fair Value (per share)						Weighted-Average Contractual Term (in years)						Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2019						173						$	109.62
Shares granted						69						147.78
Shares vested						( 66 )						114.39
Shares forfeited						( 10 )						123.70
Outstanding as of December 31, 2020						166						122.88						0.8						$	26.0

Additional information related to restricted stock award activity during the years ended December 31 follows:

(in millions)						2020						2019						2018
Intrinsic value of restricted stock exercised						$	9.6					$	5.6					$	11.7
Fair value of restricted stock vested						$	7.5					$	4.6					$	9.8

Performance Share Awards

Performance shares vest based on the employee rendering three years of service to the Company and the attainment of a market condition over the performance period, which is based on the Company’s relative total shareholder return versus the S&P Midcap 400 Index ® over a pre-determined time period as determined by the Compensation Committee of the Board. Unrecognized compensation cost related to performance share awards of $ 7.7 million as of December 31, 2020, is to be recognized over a weighted-average period of 1.8 years.

For purposes of determining diluted earnings per share, the performance share awards are considered contingently issuable shares and are included in diluted earnings per share based upon the number of shares that would have been awarded had the conditions at the end of the reporting period continued until the end of the performance period. See Note 5 for further information regarding earnings per share computations.

The Company utilizes the Monte-Carlo simulation approach based on a three -year measurement period to determine the fair value of performance shares. Such approach entails the use of assumptions regarding the future performance of the Company’s stock and those of the S&P Midcap 400 Index ® . Those assumptions include expected volatility, risk-free interest rates, correlation coefficients and dividend reinvestment. Dividends accrue on the performance shares during the performance period and are to be paid in cash based upon the number of awards ultimately earned.

Information related to performance shares during the years ended December 31 follows:

						2020						2019						2018
Weighted-average grant date fair value (per share)						$	222.50					$	149.27					$	140.20

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A summary of performance shares outstanding and activity follows:

						Number of Shares (in thousands)						Weighted-Average Grant Date Fair Value (per share)						Weighted-Average Contractual Term (in years)						Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2019						143						$	143.94
Awards granted						46						222.50
Awards vested						( 80 )						141.79
Awards converted						36						141.81
Awards forfeited						( 9 )						167.03
Outstanding as of December 31, 2020						136						170.34						0.9						$	21.2

Additional information related to performance share activity during the years ended December 31 follows:

(in millions)						2020						2019						2018
Intrinsic value of performance share awards exercised						$	12.9					$	5.0					$	5.3
Fair value of performance share awards vested						$	11.3					$	5.9					$	5.2

Restricted Stock Units

Up to and including February 4, 2020, restricted stock units were awarded to eligible directors which are fully vested and expensed upon grant date. The restricted stock units are paid in shares of Company common stock after the director ceases to serve as a member of the Board, or if earlier, upon a change in control of the Company. Effective May 6, 2020, eligible directors will no longer be issued restricted stock units, but instead will be awarded restricted stock awards that will vest on the earlier of (i) one year from the date of grant; (ii) the director’s retirement from the Board upon reaching age 72 or after completing 18 consecutive years of service on the Board; or (iii) a change in control of the Company.

Additional information related to restricted stock unit activity during the years ended December 31 follows:

(in thousands, except per share amounts)						2020						2019						2018
Restricted stock units granted						8						12						13
Weighted-average grant date fair value (per share) (1)						$	161.41					$	110.79					$	108.72

(1) Restricted stock units' fair value is based on the closing market price of the stock on the respective dates of the grants.

Stock Appreciation Rights

Stock appreciation rights issued under the 2018 one-time grant discussed above, cliff vest on May 2, 2021, at which date they will immediately vest and be settled in cash. Unrecognized compensation cost related to stock appreciation rights of $ 2.0 million as of December 31, 2020, is to be recognized over a weighted-average period of 0.3 years.

The stock appreciation rights are classified as liability awards and are measured at fair value at each balance sheet date. The Company utilizes the BSM option pricing model to determine the fair value of its stock appreciation rights. The BSM relies on certain assumptions to estimate a stock appreciation right's fair value. The weighted average assumptions used in the December 31, 2020 determination of fair value for stock appreciation rights follows:

(in millions, except per share amounts)						2018 One-time Grant
Expected dividend yield						1.5		%
Expected term (in years)						0.3
Expected volatility						30.1		%
Risk-free interest rate						0.1		%
Weighted-average grant date fair value (per share)						$	48.24
Fair value of stock appreciation rights granted						$	13.5

The expected life of stock appreciation rights is based on the time from the valuation date to the vest date. The expected volatility is based on historical volatility as well as implied volatility of the Company’s call options. The risk-free interest rate is based on rates of U.S. Treasury issues with a remaining life equal to the expected life of the stock appreciation right. The expected dividend yield is based on the latest quarterly dividend payment per share, annualized, divided by the average three-month stock price as of the date of grant.

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A summary of stock appreciation awards outstanding and activity follows:

						Number of Shares (in thousands)						Weighted-Average Exercise Price (per share)						Weighted-Average Contractual Term (in years)						Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2019						362						$	106.85
Awards exercised						( 3 )						106.85
Awards forfeited						( 78 )						106.85
Outstanding as of December 31, 2020						281						106.85						0.3						$	13.9

Deferred Compensation - Equity

Certain employees are eligible to participate in the Company’s Non-qualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Participants may elect to defer all or part of their restricted and performance shares. Participants have elected to defer 84 thousand and 86 thousand shares of Company common stock as of December 31, 2020 and 2019, respectively. Company stock held for future issuance of vested awards is classified as additional paid in capital in the Consolidated Balance Sheets and is recorded at grant date fair value. Such deferred shares are included in basic earnings per share.

The Company has undertaken operational restructuring and other cost reduction actions to streamline processes and manage costs throughout various departments. These actions resulted in exit, disposal and employee termination benefit costs, primarily resulting from planned reductions in workforce, facility consolidation and relocation, and lease termination costs. The primary actions are discussed below by operating segment.

CIT

During the third quarter of 2020, the Company initiated plans to exit its manufacturing operations in Kent, Washington, as a result of market declines from the coronavirus pandemic ("COVID-19"). Select operations will be relocated to existing facilities primarily in North America. The project is estimated to take 12 to 18 months to complete. During the year ended December 31, 2020, exit and disposal costs totaled $ 6.6 million primarily for employee termination benefit costs and facility cleanup costs. Total exit and disposal costs are expected to approximate $ 13.2 million, with approximately $ 6.6 million costs remaining to be incurred, primarily in 2021.

During the second quarter of 2020, the Company initiated plans to exit its manufacturing operations in Mobile, Alabama, and relocate the majority of those operations to its existing manufacturing facility in Franklin, Wisconsin. This project is substantially complete with cumulative exit and disposal costs of $ 1.6 million, primarily for employee termination benefit costs and the impairment of certain assets, recognized through December 31, 2020.

The Company has completed its project to relocate its aerospace connectors manufacturing operations in El Segundo, California, and Riverside, California, to existing lower cost operations in North America. During the year ended December 31, 2020, exit and disposal costs totaled $ 2.3 million, primarily for facility clean up, travel and employee termination benefit costs. Cumulative exit and disposal costs of $ 10.9 million were recognized through December 31, 2020.

CBF

During the first quarter of 2020, the Company initiated plans to consolidate certain operations globally to reduce costs and streamline processes by consolidating certain positions within selling, general and administrative, and manufacturing functions, and exited less profitable product lines that resulted in asset write-offs. This project is substantially complete with cumulative exit and disposal costs of $ 5.5 million, primarily for employee termination benefit costs and the impairment of certain assets, recognized through December 31, 2020.

Other Actions

The Company implemented restructuring activities to reduce its overall headcount as a result of general market declines from COVID-19. CIT, CFT and CCM incurred $ 3.7 million, $ 3.4 million and $ 1.0 million, respectively, in severance expense during the year ended December 31, 2020.

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Consolidated Summary

The Company's exit and disposal costs by activity follows:

(in millions)						2020						2019						2018
Employee severance and benefit arrangements						$	16.7					$	7.5					$	3.2
Accelerated depreciation and impairments						3.2						0.2						2.3
Facility cleanup costs						2.5						—						—
Relocation costs						0.4						0.9						6.3
Lease termination costs						—						1.8						1.1
Other restructuring costs						1.7						3.3						5.0
Total exit and disposal costs						$	24.5					$	13.7					$	17.9

The Company's exit and disposal costs by segment follows:

(in millions)						2020						2019						2018
Carlisle Interconnect Technologies						$	14.3					$	8.5					$	3.2
Carlisle Brake & Friction						5.5						2.2						13.6
Carlisle Fluid Technologies						3.7						2.7						1.1
Carlisle Construction Materials						1.0						0.3						—
Total exit and disposal costs						$	24.5					$	13.7					$	17.9

The Company's exit and disposal costs by financial statement line item follows:

(in millions)						2020						2019						2018
Cost of goods sold						$	12.9					$	7.1					$	15.5
Selling and administrative expenses						9.5						5.6						1.9
Research and development expenses						0.3						0.1						0.1
Other operating expense, net						1.8						0.9						0.4
Total exit and disposal costs						$	24.5					$	13.7					$	17.9

The Company's change in exit and disposal activities liability follows:

(in millions)						Total
Balance as of December 31, 2019						$	5.2
Charges						24.5
Cash payments						( 23.0 )
Balance as of December 31, 2020						$	6.7

Sources of Pre-Tax Income and Related Tax Provision by Region

Geographic sources of income before income taxes consists of the following:

(in millions)						2020						2019						2018
Continuing operations:
U.S. domestic						$	336.9					$	484.7					$	352.2
Foreign						64.4						110.6						93.7
Income from continuing operations before income taxes						401.3						595.3						445.9
Discontinued operations:
U.S. domestic						( 5.4 )						( 1.8 )						299.8
Foreign						—						—						0.3
Income from discontinued operations before income taxes						( 5.4 )						( 1.8 )						300.1
Total income before income taxes						$	395.9					$	593.5					$	746.0

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The provision for income taxes from continuing operations consists of the following:

(in millions)						2020						2019						2018
Current provision:
Federal and State						$	79.5					$	105.9					$	62.0
Foreign						23.3						23.4						25.9
Total current provision						102.8						129.3						87.9
Deferred benefit:
Federal and State						( 14.4 )						( 6.9 )						7.9
Foreign						( 11.3 )						( 0.8 )						( 8.5 )
Total deferred benefit						( 25.7 )						( 7.7 )						( 0.6 )
Total provision for income taxes						$	77.1					$	121.6					$	87.3

Rate Reconciliation

A reconciliation of the tax provision from continuing operations computed at the U.S. federal statutory rate to the actual tax provision follows:

(in millions)						2020						2019						2018
Taxes at U.S. statutory rate						$	84.3					$	125.0					$	93.6
State and local taxes, net of federal income tax benefit						10.7						15.2						10.8
Foreign earnings taxed at different rates						3.3						0.8						1.1
Change in unrecognized tax benefit						( 11.5 )						( 2.8 )						( 7.8 )
Return to provision adjustments						( 2.7 )						( 7.6 )						( 2.3 )
Tax credits						( 5.0 )						( 5.2 )						( 3.0 )
Impact of U.S. tax reform						—						—						( 3.3 )
Other, net						( 2.0 )						( 3.8 )						( 1.8 )
Provision for income taxes						$	77.1					$	121.6					$	87.3
Effective income tax rate on continuing operations						19.2		%				20.4		%				19.6		%

Cash payments for income taxes, net of refunds, were $ 120.9 million, $ 120.6 million and $ 203.0 million, in 2020, 2019 and 2018, respectively.

Deferred Tax Assets (Liabilities), net

(in millions)						December 31, 2020						December 31, 2019
Employee benefits						$	38.2					$	29.8
Deferred revenue						24.4						22.9
Lease liabilities						14.8						16.3
Inventory reserves						7.5						7.6
Deferred state tax attributes						7.2						8.3
Warranty reserves						5.4						4.6
Foreign loss carryforwards						5.3						4.4
Allowance for credit losses						3.3						3.3
Federal tax credit carryovers						3.3						2.4
Other, net						8.7						5.0
Gross deferred assets						118.1						104.6
Valuation allowances						( 7.1 )						( 5.3 )
Deferred tax assets after valuation allowances						111.0						99.3
Intangibles						( 205.8 )						( 219.0 )
Property, plant and equipment						( 57.8 )						( 55.8 )
Right of use assets						( 13.2 )						( 15.0 )
Undistributed foreign earnings						( 4.6 )						( 13.6 )
Gross deferred liabilities						( 281.4 )						( 303.4 )
Net deferred tax liabilities						$	( 170.4 )					$	( 204.1 )

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Deferred tax assets and liabilities are classified as long-term. Foreign deferred tax assets and liabilities are grouped separately from U.S. domestic assets and liabilities and are analyzed on a jurisdictional basis.

Deferred tax assets and liabilities included in the Consolidated Balance Sheet follows:

(in millions)						December 31, 2020						December 31, 2019
Other long-term assets						$	3.5					$	3.6
Other long-term liabilities						( 173.9 )						( 207.7 )
Net deferred tax liabilities						$	( 170.4 )					$	( 204.1 )

Valuation Allowances

As of December 31, 2020, the Company had no deferred tax assets related to net operating loss (“NOL”) carryforwards for U.S. federal tax purposes but had a deferred tax asset for state NOL carryforwards and credits of approximately $ 3.1 million (expiring 2022 through 2040). The Company believes that it is likely that certain of the state attributes will expire unused and therefore has established a valuation allowance of approximately $ 0.4 million against the deferred tax assets associated with these attributes. The Company also has deferred tax assets related to NOL carryforwards in foreign jurisdictions of approximately $ 5.3 million, which begin to expire in 2022. The Company believes that it is likely that certain foreign NOL carryforwards will expire unused and therefore has established a valuation allowance of approximately $ 3.5 million. As of December 31, 2020, the Company had foreign tax credit carryforwards of $ 3.2 million, which begin to expire in 2028. The Company believes it is likely the credits will expire unused and therefore has established a full valuation allowance.

Undistributed Foreign Earnings

The Company has determined that an amount approximately equal to foreign cash balances and other certain assets is not permanently reinvested for withholding tax purposes, which results in an accrual of $ 4.6 million. It is not practicable to calculate deferred tax balances on other basis differences.

Unrecognized Tax Benefits

Unrecognized tax benefits reflect the difference between the tax benefits of positions taken or expected to be taken on income tax returns and the tax benefits that meet the criteria for current recognition in the financial statements. The Company periodically assesses its unrecognized tax benefits.

A summary of the movement in gross unrecognized tax benefits (before estimated interest and penalties) follows:

(in millions)						2020						2019						2018
Balance as of January 1						$	35.9					$	27.3					$	37.4
Additions based on tax positions related to current year						0.4						0.3						3.3
Reductions due to statute of limitations						( 10.8 )						( 5.0 )						( 12.0 )
Adjustments related to acquired uncertain tax positions						( 0.8 )						11.6						—
Adjustments for tax positions of prior years						—						2.0						—
Reductions due to settlements						—						( 0.1 )						( 1.2 )
Adjustments due to foreign exchange rates						( 0.2 )						( 0.2 )						( 0.2 )
Balance as of December 31						$	24.5					$	35.9					$	27.3

If the unrecognized tax benefits as of December 31, 2020, were to be recognized, approximately $ 28.6 million would impact the Company’s effective tax rate. The amount impacting the Company’s effective rate is calculated by adding accrued interest and penalties to the gross unrecognized tax benefit excluding positions related to discontinued operations and subtracting the tax benefit associated with state taxes and interest.

The Company classifies and reports interest and penalties associated with unrecognized tax benefits as a component of the income tax provision on the Consolidated Statements of Income and as a long-term liability on the Consolidated Balance Sheets. The total amount of such interest and penalties accrued, but excluded from the table above, at the years ending 2020, 2019 and 2018 were $ 8.2 million, $ 9.2 million and $ 5.1 million, respectively.

The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. The Company is working with the IRS to complete its compliance assurance process for the 2019 tax year.

Generally, state income tax returns are subject to examination for a period of three years to five years after filing. Substantially all material state tax matters have been concluded for tax years through 2013. Various state income

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tax returns for subsequent years are in the process of examination. At this stage the outcome is uncertain; however, the Company believes that contingencies have been adequately provided for. Statutes of limitation vary among the foreign jurisdictions in which the Company operates. Substantially all foreign tax matters have been concluded for tax years through 2009. The Company believes that foreign tax contingencies associated with income tax examinations underway or open tax years have been provided for adequately.

Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, the Company believes that within the next 12 months it is reasonably possible that previously unrecognized tax benefits could decrease by approximately $ 9.0 million to $ 10.0 million. These previously unrecognized tax benefits relate to a variety of tax issues including tax matters relating to prior acquisitions and various state matters.

(in millions)						December 31, 2020						December 31, 2019
Raw materials						$	193.1					$	207.5		(1)
Work-in-process						85.5						85.3			(1)
Finished goods						266.0						254.3			(1)
Reserves						( 41.1 )						( 36.5 )
Inventories, net						$	503.5					$	510.6

(1) As corrected from $ 241.0 million for raw materials, $ 45.2 million for work-in-process and $ 260.9 million for finished goods, as previously reported.

(in millions)						December 31, 2020						December 31, 2019
Land						$	72.9					$	75.8
Buildings and leasehold improvements						499.1						479.8
Machinery and equipment						971.1						926.0
Projects in progress						59.6						54.7
Property, plant and equipment, gross						1,602.7						1,536.3
Accumulated depreciation						( 828.6 )						( 752.8 )
Property, plant and equipment, net						$	774.1					$	783.5

Capitalized interest totaled $ 1.3 million, $ 1.2 million and $ 2.2 million for 2020, 2019 and 2018, respectively.

Goodwill

The changes in the carrying amount of goodwill, net by segment follows:

(in millions)						CCM						CIT						CFT						CBF (1)						Total
Net balance as of December 31, 2018						$	532.8					$	643.1					$	169.5					$	96.4					$	1,441.8
Goodwill acquired during year (2), (3)						64.3						194.1						16.1						—						274.5
Measurement period adjustments						0.5						( 1.9 )						1.6						—						0.2
Currency translation and other						( 0.5 )						( 0.1 )						0.3						0.1						( 0.2 )
Net balance as of December 31, 2019						$	597.1					$	835.2					$	187.5					$	96.5					$	1,716.3
Goodwill acquired during year (2), (3)						12.5						2.8						2.8						—						18.1
Measurement period adjustments						—						( 2.3 )						—						—						( 2.3 )
Currency translation and other						3.4						( 0.1 )						2.8						—						6.1
Net balance as of December 31, 2020						$	613.0					$	835.6					$	193.1					$	96.5					$	1,738.2

(1) CBF goodwill is presented net of accumulated impairment losses of $ 130.0 million recorded in prior periods. No other segments have incurred impairment losses.

(2) See Note 3 for further information on goodwill resulting from recent acquisitions.

(3) In addition to the acquisitions disclosed in Note 3, the Company acquired one business for an aggregate purchase price of $ 3.2 million during 2020 and five businesses for an aggregate purchase price of $ 42.4 million during 2019.

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Other Intangible Assets, net

						December 31, 2020																		December 31, 2019
(in millions)						Acquired Cost						Accumulated Amortization						Net Book Value						Acquired Cost						Accumulated Amortization						Net Book Value
Assets subject to amortization:
Customer relationships						$	1,060.6					$	( 436.4 )					$	624.2					$	1,054.4					$	( 354.9 )					$	699.5
Technology and intellectual property						313.6						( 208.9 )						104.7						304.1						( 167.0 )						137.1
Trade names and other						117.7						( 50.4 )						67.3						100.0						( 38.7 )						61.3
Assets not subject to amortization:
Trade names						238.6						—						238.6						242.7						—						242.7
Other intangible assets, net						$	1,730.5					$	( 695.7 )					$	1,034.8					$	1,701.2					$	( 560.6 )					$	1,140.6

The remaining weighted-average amortization period of intangible assets subject to amortization as of December 31, 2020, follows (in years):

Customer relationships						9.1
Technology and intellectual property						5.8
Trade names and other						9.9
Total assets subject to amortization						8.7

Intangible assets subject to amortization as of December 31, 2020, will be amortized as follows:

(in millions)						2021						2022						2023						2024						2025						Thereafter
Estimated future amortization expense						$	118.9					$	103.1					$	97.4					$	88.3					$	85.2					$	303.3

The net carrying values of the Company’s other intangible assets, net by reportable segment follows:

(in millions)						December 31, 2020						December 31, 2019
Carlisle Construction Materials						$	300.9					$	345.3
Carlisle Interconnect Technologies						384.8						441.0
Carlisle Fluid Technologies						261.3						272.8
Carlisle Brake & Friction						73.9						80.2
Corporate						13.9						1.3
Total						$	1,034.8					$	1,140.6

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Standard Product Warranties

The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies, fluid technologies and braking products. The Company’s liability for such warranty programs is included in accrued expenses. The change in the Company’s standard product warranty liabilities follows:

(in millions)						2020						2019
Balance as of January 1						$	29.2					$	31.9
Provision						14.7						17.1
Claims						( 14.1 )						( 19.6 )
Foreign exchange						0.7						( 0.2 )
Balance as of December 31						$	30.5					$	29.2

																		Fair Value (1)
(in millions)						December 31, 2020						December 31, 2019						December 31, 2020						December 31, 2019
2.75 % Notes due 2030						$	750.0					$	—					$	804.8					$	—
3.75 % Notes due 2027						600.0						600.0						679.3						623.4
3.5 % Notes due 2024						400.0						400.0						438.3						414.2
3.75 % Notes due 2022						350.0						350.0						366.9						361.4
5.125 % Notes due 2020						—						250.0						—						255.0
Unamortized discount, debt issuance costs and other						( 18.7 )						( 8.4 )
Total long term-debt						$	2,081.3					$	1,591.6
Less current portion of long-term debt						1.1						250.2
Total long term-debt, net of current portion						$	2,080.2					$	1,341.4

(1) The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, debt instruments are classified as Level 2 in the fair value hierarchy.

2.75 % Notes Due 2030

On February 28, 2020, the Company completed a public offering of $ 750.0 million of unsecured senior notes with a stated interest rate of 2.75 % due March 1, 2030 (the “2030 Notes”). The 2030 Notes were issued at a discount of $ 9.3 million, resulting in proceeds to the Company of $ 740.7 million. The Company incurred costs, primarily underwriting fees, to issue the 2030 Notes of approximately $ 6.5 million. Additionally in the first quarter of 2020, the Company entered into interest rate derivative instruments to hedge variability in future interest payments on the 2030 Notes of the 10-year US Treasury Rate ("treasury locks"), which were designated as hedges, and settled resulting in a loss of $ 16.4 million. The discount and issuance costs of $ 15.8 million are reflected net within long-term debt on the Consolidated Balance Sheets and the loss on treasury locks of $ 16.4 million is reflected in accumulated other comprehensive income on the Consolidated Balance Sheets. These costs are amortized to interest expense over the life of the 2030 Notes using the effective interest method. Interest is paid each March 1 and September 1, and commenced on September 1, 2020.

3.75 % Notes Due 2027

On November 16, 2017, the Company completed a public offering of $ 600.0 million of notes with a stated interest rate of 3.75 % due December 1, 2027 (the “2027 Notes”). The 2027 Notes were issued at a discount of $ 2.4 million, resulting in proceeds to the Company of $ 597.6 million. The Company incurred costs to issue the 2027 Notes of approximately $ 7.7 million, inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. The discount and issuance costs are amortized to interest expense over the life of the 2027 Notes. Interest is paid each June 1 and December 1.

3.5 % Notes Due 2024

On November 16, 2017, the Company completed a public offering of $ 400.0 million of notes with a stated interest rate of 3.5 % due December 1, 2024 (the “2024 Notes”). The 2024 Notes were issued at a discount of $ 0.4 million, resulting in proceeds to the Company of $ 399.6 million. The Company incurred costs to issue the 2024 Notes of approximately $ 4.5 million, inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs.

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The discount and issuance costs are amortized to interest expense over the life of the 2024 Notes. Interest is paid each June 1 and December 1.

3.75 % Notes Due 2022

On November 20, 2012, the Company completed a public offering of $ 350.0 million of notes with a stated interest rate of 3.75 % due November 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at a discount of $ 1.1 million, resulting in proceeds to the Company of $ 348.9 million. The Company incurred costs to issue the 2022 Notes of approximately $ 2.9 million, inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. Both the discount and issuance costs are being amortized to interest expense over the life of the 2022 Notes. Interest is paid each May 15 and November 15.

5.125 % Notes Due 2020

On December 9, 2010, the Company completed a public offering of $ 250.0 million of notes with a stated interest rate of 5.125 % due December 15, 2020 (the “2020 Notes”). The 2020 Notes were issued at a discount of approximately $ 1.1 million, resulting in proceeds to the Company of approximately $ 248.9 million. The Company incurred costs to issue the 2020 Notes of approximately $ 1.9 million, inclusive of underwriters’, credit rating agencies’ and attorneys’ fees and other costs. Interest on the 2020 Notes is paid each June 15 and December 15.

On February 28, 2020, the Company issued a notice for the redemption in full of the 2020 Notes. The 2020 Notes were redeemed on March 29, 2020 (the “Redemption Date”) at the redemption price of $ 262.1 million, consisting of the principal amount of $ 250.0 million, $ 8.4 million premium for early redemption and $ 3.7 million of interest to the redemption date. The premium along with remaining unamortized issuance costs of $ 8.8 million are reflected in loss on extinguishment of debt and the $ 3.7 million of interest is reflected in interest expense in the Consolidated Statements of Income.

Notes Terms and Redemption Features

The 2030, 2027, 2024 and 2022 Notes (jointly the “Notes”) are presented net of the related discount and debt issuance costs in long-term debt. The Notes may be redeemed at the Company's option, in whole or in part, plus accrued and unpaid interest, at any time prior to the dates stated below, at a price equal to the greater of (i) 100.0 % of the principal amounts; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate plus a spread (noted below). The Notes may also be redeemed at any time after the dates noted below, in whole or in part, at the Company's option at 100.0 % of the principal amount, plus accrued and unpaid interest.

Debt Instrument

Date

Spread

2.75 % Notes due 2030

December 1, 2029

20 basis points

3.75 % Notes due 2027

September 1, 2027

25 basis points

3.5 % Notes due 2024

October 1, 2024

20 basis points

3.75 % Notes due 2022

August 15, 2022

35 basis points

Upon a change-in-control triggering event, the Company will be required to offer to repurchase the Notes at 101.0 % of the principal amount, plus accrued and unpaid interest.

The Notes are subject to the Company's existing indenture dated January 15, 1997, and accordingly, are subject to the same restrictive covenants and limitations as the Company's existing indebtedness. The Notes are general unsecured obligations of the Company and rank equally with the Company's existing and future unsecured and unsubordinated indebtedness. The Notes are subordinate to any existing or future debt or other liabilities of the Company's subsidiaries.

Revolving Credit Facility (the “Facility”)

On February 5, 2020, the Company entered into the Company's Fourth Amended and Restated Credit Agreement (the “Amendment”) administered by JPMorgan Chase Bank, N.A. Among other things, the Amendment extended the maturity date of the Facility from February 21, 2022, to February 5, 2025. During the first quarter of 2020, the Company incurred $ 1.3 million of financing costs to finalize the amendment, which are recognized ratably over the extended maturity date of the Facility. The Facility has a feature that allows the Company to increase availability, at its option, by an aggregate amount of up to $ 500.0 million through increased commitments from existing lenders or the addition of new lenders. Under the Facility the Company may also enter into commitments in the form of standby, commercial, or direct pay letters of credit for an amount not to exceed $ 50.0 million. The Facility provides

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for grid-based interest pricing based on the credit rating of the senior unsecured bank debt or other unsecured senior debt. The Facility is also subject to fees based on applicable rates as defined in the agreement and the aggregate commitment, regardless of usage.

The Facility provides for variable interest pricing based on the credit rating of the senior unsecured bank debt or other unsecured senior debt. The Facility is also subject to fees based on applicable rates as defined in the agreement and the aggregate commitment, regardless of usage. The Facility requires the Company to meet various restrictive covenants and limitations including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries.

As of December 31, 2020, the Company had no borrowings and $ 1.0 billion available under the Facility. During 2020, borrowings and repayments under the Facility totaled $ 500.0 million with a weighted average interest rate of 1.9 %. During 2019 and 2018, the Company had no borrowings or repayments under the Facility.

Covenants and Limitations

Under the Company’s debt and credit facilities, the Company is required to meet various restrictive covenants and limitations, including limitations on certain leverage ratios, interest coverage and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of December 31, 2020 and 2019.

Letters of Credit and Guarantees

During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide its own financial and performance assurance to third parties. The Company has not issued any guarantees on behalf of any third parties. As of December 31, 2020, and 2019, the Company had $ 25.2 million and $ 25.5 million, in letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with an unspecified availability and separate agreements for up to $ 80.0 million in letters of credit, of which $ 54.9 million was available as of December 31, 2020.

Interest Payments

Cash payments for interest were $ 66.2 million, $ 63.7 million and $ 65.4 million in 2020, 2019 and 2018, respectively.

Defined Benefit Plans

The Company maintains defined benefit retirement plans, primarily for certain domestic employees, as presented below. All plans are frozen to new entrants, with the exception of the executive supplemental plan. Benefits are based primarily on years of service and earnings of the employee.

The significant assumptions used in the measurement of the projected benefit obligation and net periodic benefit cost primarily include the discount rate, rate of compensation increase and expected long-term return on plan assets. Weighted-average assumptions for the projected benefit obligation follows:

						December 31, 2020						December 31, 2019
Discount rate						2.1		%				3.0		%
Rate of compensation increase						3.8		%				3.8		%

Weighted-average assumptions for net periodic benefit cost follows:

						2020						2019						2018
Discount rate						3.0		%				4.1		%				3.5		%
Rate of compensation increase						3.8		%				3.8		%				3.8		%
Expected long-term return on plan assets						6.6		%				6.3		%				6.3		%

The weighted-average cash balance interest crediting rate for the Company's cash balance defined benefit plans was 4.0 % for the years ended December 31, 2020, 2019 and 2018.

The Company considers several factors in determining the long-term rate of return for plan assets. Asset-class return expectations are set using a combination of empirical and forward-looking analyses. Capital market

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assumptions for the composition of the Company’s asset portfolio are intended to capture the behavior of asset classes observed over several market cycles. The Company also looks to historical returns for reasonableness and appropriateness.

A reconciliation of the change in the projected benefit obligation, plan assets and the funded status follows:

(in millions)						2020						2019
Funded status
Projected benefit obligation
Balance as of January 1						$	178.9					$	167.5
Change in benefit obligation:
Service cost						3.0						2.8
Interest cost						4.5						6.1
Plan amendments						—						( 0.1 )
Actuarial loss						14.5						17.2
Benefits paid						( 14.5 )						( 14.6 )
Balance as of December 31						$	186.4					$	178.9
Fair value of plan assets
Balance as of January 1						$	156.5					$	148.6
Change in plan assets:
Actual return on plan assets						18.9						20.9
Company contributions						1.5						1.6
Benefits paid						( 14.5 )						( 14.6 )
Balance as of December 31						$	162.4					$	156.5
Unfunded status as of December 31						$	( 24.0 )					$	( 22.4 )
Accumulated benefit obligation as of December 31						$	185.2					$	178.0

The Company’s projected benefit obligation includes approximately $ 23.4 million and $ 21.8 million related to the Company’s executive supplemental and director defined benefit pension plans as of December 31, 2020 and 2019, respectively. The Company’s accumulated benefit obligation includes approximately $ 22.2 million and $ 20.9 million related to the Company’s executive supplemental and director defined benefit pension plans as of December 31, 2020 and 2019, respectively. The executive supplemental and director defined benefit plans have no plan assets and the Company is not required to pre-fund the obligations.

(in millions)						December 31, 2020						December 31, 2019
Current liabilities						$	( 1.5 )					$	( 1.5 )
Long-term liabilities						( 22.5 )						( 20.9 )
Net pension liability						$	( 24.0 )					$	( 22.4 )

The amounts included in accumulated other comprehensive income (loss) that have not been recognized in net periodic pension cost follows:

(in millions)						December 31, 2020						December 31, 2019
Unrecognized actuarial losses (gross)						$	52.4					$	52.1
Unrecognized actuarial losses (net of tax)						42.3						41.5
Unrecognized prior service costs (gross)						0.5						0.8
Unrecognized prior service costs (net of tax)						0.4						0.6

The components of net periodic benefit cost follows:

(in millions)						2020						2019						2018
Service cost						$	3.0					$	2.8					$	3.1
Interest cost						4.5						6.1						5.5
Expected return on plan assets						( 9.8 )						( 9.7 )						( 10.3 )
Amortization of unrecognized net loss						5.1						3.1						4.3
Amortization of unrecognized prior service credit						0.2						0.2						0.3
Net periodic benefit cost						$	3.0					$	2.5					$	2.9

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The Company employs a liability driven investment approach whereby plan assets are invested primarily in fixed income investments to match the changes in the projected benefit obligation of funded plans related to changes in interest rates. Risk tolerance is established through careful consideration of projected benefit obligations, plan funded status and the Company’s other obligations and strategic investments.

The established target allocation is 88.0 % fixed income securities and 12.0 % equity securities. Fixed income investments are diversified across U.S. treasury, long and intermediate duration and high yield bonds. Equity investments are diversified across large capitalization U.S. and international stocks. Investment risk is measured and monitored on an ongoing basis through investment portfolio reviews, annual projected benefit liability measurements and asset/liability studies.

The fair value measurement of the plans’ assets by asset category follows:

						Quoted Prices in Active Markets for Identical Assets (Level 1)
(in millions)						December 31, 2020						December 31, 2019
Cash						$	0.6					$	0.6
U.S. treasury bonds						21.0						20.9
Mutual funds:
Equity mutual funds (1)						19.0						17.8
Fixed income mutual funds (2)						121.8						117.2
Total						$	162.4					$	156.5

(1) This category is comprised of investments in mutual funds that invest in equity securities such as large publicly traded companies listed in the S&P 500 Index; small to medium sized companies with market capitalization in the range of the Russell 2500 Index; and foreign issuers in emerging markets.

(2) This category is comprised of investments in mutual funds that invest in U.S. corporate fixed income securities, including asset-backed securities; high yield fixed income securities primarily rated BB, B, CCC, CC, C and D; and US dollar denominated debt securities of government, government related and corporate issuers in emerging market countries.

The Company made contributions of $ 1.5 million and $ 1.6 million during 2020 and 2019, respectively, which pertain to the Company’s executive supplemental and director defined benefit pension plans. This contribution covers current participant benefits as these plans have no plan assets. No minimum contributions to the pension plans were required in 2020 and 2019. During 2021, the Company expects to pay approximately $ 1.5 million in participant benefits under the executive supplemental and director plans. In light of the plans’ funded status, the Company does not expect to make discretionary contributions to its pension plans in 2021.

A summary of estimated future benefits to be paid for the Company’s defined benefit pension plans as of December 31, 2020, follows:

(in millions)						2021						2022						2023						2024						2025						2026-2030
Estimated benefit payments						$	13.9					$	14.3					$	14.6					$	14.4					$	14.7					$	62.7

Defined Contribution Plans

401K Plan

The Company maintains defined contribution savings plans covering a significant portion of its eligible employees. Participant contributions are matched by the Company up to a 4.0 % maximum of eligible compensation, subject to compensation and contribution limits as defined by the Internal Revenue Service. Employer contributions for the savings plan were $ 16.9 million, $ 16.6 million and $ 15.2 million in 2020, 2019 and 2018, respectively.

Matching contributions are invested in funds as directed by participants. Eligible participants may also elect to invest up to 50.0 % of the Company’s matching contribution in Company common stock. Common shares held by the contribution savings plan follows:

(in millions)

December 31, 2020

December 31, 2019

December 31, 2018

Common shares held

0.8

0.9

1.0

Deferred Compensation - Cash

The Company’s Deferred Compensation Plan allows certain eligible participants to defer a portion of their cash compensation and provides a matching contribution to the deferred compensation plan of up to 4.0 % of eligible compensation. Eligible participants may elect to receive in-service distributions of deferred compensation or may

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defer receipt of distributions until retirement via lump sum or annual payment installments over a maximum period of 10 years. Participants allocate their deferred compensation amongst various investment options with earnings accruing to the participant.

The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations with its deferred compensation plan. Contributions to the Rabbi Trust by the Company are made at the discretion of management and generally are made in cash and invested in money-market funds. The Company consolidates the Rabbi Trust and therefore includes the investments in its Consolidated Balance Sheets. As of December 31, 2020, and 2019, the Company had $ 6.6 million and $ 6.1 million of cash, respectively, and $ 7.7 million and $ 5.5 million of short-term investments, respectively. The short-term investments are measured at fair value using quoted market prices in active markets (i.e. Level 1 measurements) with changes in fair value recorded in net income and the associated cash flows presented as operating cash flows.

Workers’ Compensation Claims and Related Losses

The Company maintains occurrence-based insurance coverage with certain insurance carriers in accordance with its risk management practices that provides for reimbursement of workers’ compensation claims in excess of $ 0.5 million. The Company records a recovery receivable from the insurance carriers when such recovery is deemed probable based on the nature of the claim and history of recoveries. The liability related to workers’ compensation claims, both those reported to the Company and those incurred but not yet reported, is estimated based on actuarial estimates, loss development factors and the Company’s historical loss experience. A summary of the receivable and liability related to workers' compensation claims follows:

(in millions)						December 31, 2020						December 31, 2019
Other current assets						$	—					$	0.6
Other long-term assets						4.9						4.8
Total recovery receivable						$	4.9					$	5.4
Accrued and other current liabilities						$	4.2					$	4.2
Other long-term liabilities						18.8						12.9
Total workers' compensation liability						$	23.0					$	17.1

(in millions)						December 31, 2020						December 31, 2019
Deferred taxes and other tax liabilities (1)						$	206.7					$	252.7
Operating lease liabilities (2)						55.1						61.8
Deferred compensation (3)						23.4						28.5
Pension and other post-retirement obligations (3)						26.6						25.5
Long-term workers' compensation (3)						18.8						12.9
Other						35.9						11.0
Other long-term liabilities						$	366.5					$	392.4

(1) Refer to Note 9 for additional deferred tax discussion.

(2) Refer to Note 17 for additional operating lease liabilities discussion.

(3) Refer to Note 15 for additional pension, deferred compensation and workers' compensation discussion.

Leases

Lease Costs, Assets and Liabilities

The Company has operating leases primarily for manufacturing facilities, warehouses, offices and certain equipment. These leases have remaining lease terms of one to 14 years, some of which include one or more

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options to renew, with renewal terms that can extend the leases to one or 20 years or more. The components of lease cost follow:

(in millions)																		2020						2019
Operating lease cost																		$	28.1					$	27.5
Variable lease cost																		3.9						5.0
Short-term lease cost																		4.2						3.1
Total lease cost																		$	36.2					$	35.6

A summary of lease assets and liabilities follows:

(in millions)						December 31, 2020						December 31, 2019
Assets:
Operating lease right-of-use assets (1)						$	70.5					$	78.0
Liabilities:
Operating lease liabilities - current (2)						22.5						22.2
Operating lease liabilities - long-term (3)						55.1						61.8
Total lease liabilities						$	77.6					$	84.0

(1) Included in other long-term assets.

(2) Included in accrued and other current liabilities.

(3) Included in other long-term liabilities.

Maturity of lease liabilities as of December 31, 2020, follow:

(in millions)												2021						2022						2023						2024						2025						Thereafter						Total
Lease payments												$	24.5					$	18.3					$	12.4					$	8.4					$	4.7					$	18.9					$	87.2
Less: imputed interest																																																( 9.6 )
Total lease liabilities																																																$	77.6

Lease Term and Discount Rate

						December 31, 2020						December 31, 2019
Operating leases:
Weighted-average remaining lease term (in years)						5.8						6.3
Weighted-average discount rate						3.4		%				3.8		%

Supplemental Cash Flow Information

Cash paid for amounts included in the measurement of operating lease liabilities totaled $ 25.2 million and $ 25.0 million for the years ended December 31, 2020 and 2019, respectively. Operating lease right-of-use assets obtained in exchange for new operating lease liabilities totaled $ 18.2 million for the year ended December 31, 2020. Operating lease right-of-use assets obtained in exchange for new operating lease liabilities totaled $ 100.5 million for the year ended December 31, 2019, of which $ 69.6 million related to the adoption of ASC 842.

Litigation

Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various courts in which plaintiffs have alleged injury due to exposure to asbestos-containing friction products produced and sold predominantly by the Company’s discontinued Motion Control business between the late-1940s and the mid-1980s. The Company has been subject to liabilities for indemnity and defense costs associated with these lawsuits.

The Company has recorded a liability for estimated indemnity costs associated with pending and future asbestos claims. As of December 31, 2020, the Company believes that its accrual for these costs is not material to the Company's financial position, results of operations, or operating cash flows.

The Company recognizes expenses for defense costs associated with asbestos claims during the periods in which they are incurred. Refer to Note 1 for the Company’s accounting policy related to litigation defense costs.

The Company currently maintains insurance coverage with respect to asbestos-related claims and associated defense costs. The Company records the insurance coverage as a long-term receivable in an amount it reasonably

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estimates is probable of recovery for pending and future asbestos-related indemnity claims. Since the Company’s insurance policies contain various coverage exclusions, limits of coverage and self-insured retentions and may be subject to insurance coverage disputes, the Company may recognize expenses for indemnity and defense costs in particular periods if and when it becomes probable that such costs will not be covered by insurance.

The Company is also involved in various other legal actions and proceedings arising in the ordinary course of business. In the opinion of management, the ultimate outcomes of such actions and proceedings, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations, or operating cash flows.

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to hedge a portion of its foreign currency exchange rate exposure to forecasted foreign currency denominated cash flows. These instruments are not held for speculative or trading purposes.

A summary of the Company's designated and non-designated cash flow hedges follows:

						December 31, 2020												December 31, 2019
(in millions)						Fair Value (1)						Notional Value						Fair Value (1)						Notional Value
Designated hedges						$	5.0					$	93.5					$	2.0					$	108.1
Non-designated hedges						$	0.2					$	65.4					$	0.6					$	124.4

(1) The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.

For instruments that are designated and qualify as a cash flow hedge, the Company had foreign currency forward contracts with maturities less than one year . The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) and recognized in the same line item as the impact of the hedged item, revenues or cost of sales, when the underlying forecasted transaction impacts earnings. Gains and losses on the contracts representing hedge components excluded from the assessment of hedge effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently.

For instruments that are not designed as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year . The unrealized gains and losses resulting from these contracts were immaterial and are recognized in other non-operating expense, net and partially offset corresponding foreign exchange gains and losses on these balances.

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Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component follows:

(in millions)						Accrued post-retirement benefit liability						Foreign currency translation						Derivative contracts						Total
Balance as of January 1, 2019						$	( 38.5 )					$	( 80.4 )					$	( 3.2 )					$	( 122.1 )
Other comprehensive income (loss):
Other comprehensive (loss) income before reclassifications						( 6.0 )						( 2.1 )						1.3						( 6.8 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)						3.4						—						0.8						4.2
Income tax benefit						0.6						—						—						0.6
Other comprehensive (loss) income						( 2.0 )						( 2.1 )						2.1						( 2.0 )
Balance as of December 31, 2019						( 40.5 )						( 82.5 )						( 1.1 )						( 124.1 )
Other comprehensive income (loss):
Other comprehensive (loss) income before reclassifications						( 5.3 )						39.4						( 10.3 )						23.8
Amounts reclassified from accumulated other comprehensive income (loss) (1)						5.3						—						( 2.0 )						3.3
Other comprehensive income (loss)						—						39.4						( 12.3 )						27.1
Balance as of December 31, 2020						$	( 40.5 )					$	( 43.1 )					$	( 13.4 )					$	( 97.0 )

(1) The accrued post-retirement benefit liability reclassification pertains to the amortization of unrecognized actuarial gains and losses and prior service credits which is included in net periodic benefit cost. See Note 15 for additional pension discussion.

Other Financial Instruments

Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses approximates fair value because of its short-term nature and generally negligible credit losses (refer to Note 14 for the fair value of long-term debt).

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